As filed with the Securities and Exchange Commission on September 23, 1998
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEW CENTURY ENERGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1334327
(State of Incorporation) (IRS Employer Identification No.)
1225 17th Street
Denver, Colorado 80202
(303) 571-7511
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Richard C. Kelly
Executive Vice President and Chief Financial Officer
New Century Energies, Inc.
1225 17th Street
Denver, Colorado 80202
(303) 571-7511
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Copies to:
Gary W. Wolf, Esq.
Cahill Gordon & Reindel
Eighty Pine Street
New York, NY 10005-1702
(212) 701-3000
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-40361
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title of Each Class of Amount to Be Proposed Maximum Proposed Maximum Amount of
Securities to Be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1) (1)
- - ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1 par value) 558,908 $46.9375 $26,233,744.30 $7,739
shares
- - ---------------------------------------------------------------------------------------------------------------------
<PAGE>
- - ---------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase
Rights(2) N/A N/A N/A
=====================================================================================================================
</TABLE>
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933,
as amended.
(1) The proposed maximum offering price per share and in the aggregate have
been estimated solely for the purposes of computing the registration fee.
Pursuant to Rule 457(c), the registration fee has been calculated based on
the average of the high and low prices for the Common Stock of New Century
Energies, Inc. on September 21, 1998, as reported on the New York Stock
Exchange Composite Tape.
(2) Each share of Common Stock will have associated with it one right to
purchase one one-hundredth of a share of the Company's preferred stock at a
stipulated price in certain circumstances. No separate consideration will
be received for the Preferred Stock Purchase Rights.
- - -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both as promulgated under the Securities Act
of 1933, as amended. The contents of the Registration Statement on Form S-3
(File No. 333-40361) filed by New Century Energies, Inc. with the Securities and
Exchange Commission on November 17, 1997, which was declared effective by the
Commission on November 21, 1997, are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on September 22, 1998.
NEW CENTURY ENERGIES, INC.
By /s/ Richard C. Kelly
---------------------------------------
Name: Richard C. Kelly
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ Bill D. Helton Chairman of the Board and Chief September 22, 1998
- - ------------------------------------- Executive Officer (Principal
Name: Bill D. Helton Executive Officer)
/s/ Wayne H. Brunetti Vice Chairman of the Board, September 22, 1998
- - ------------------------------------- President, Chief Operating Officer
Name: Wayne H. Brunetti and Director
/s/ Richard C. Kelly Executive Vice President and Chief September 22, 1998
- - ------------------------------------- Financial Officer (Principal
Name: Richard C. Kelly Financial Officer)
/s/ Teresa S. Madden Controller September 22, 1998
- - -------------------------------------
Name: Teresa S. Madden
- - ------------------------------------- Director September , 1998
Name: C. Coney Burgess
/s/ Danny H. Conklin Director September 22, 1998
- - -------------------------------------
Name: Danny H. Conklin
<PAGE>
/s/ Giles M. Forbess Director September 22, 1998
- - -------------------------------------
Name: Giles M. Forbess
/s/ Gayle L. Greer Director September 22, 1998
- - -------------------------------------
Name: Gayle L. Greer
/s/ R. R. Hemminghaus Director September 22, 1998
- - -------------------------------------
Name: R. R. Hemminghaus
/s/ A. Barry Hirschfeld Director September 22, 1998
- - -------------------------------------
Name: A. Barry Hirschfeld
/s/ J. Howard Mock Director September 22, 1998
- - -------------------------------------
Name: J. Howard Mock
/s/ Will F. Nicholson Director September 22, 1998
- - -------------------------------------
Name: Will F. Nicholson, Jr.
/s/ J. Michael Powers Director September 22, 1998
- - -------------------------------------
Name: J. Michael Powers
/s/ Rodney E. Slifer Director September 22, 1998
- - -------------------------------------
Name: Rodney E. Slifer
/s/ W. Thomas Stephens Director September 22, 1998
- - -------------------------------------
Name: W. Thomas Stephens
/s/ Robert G. Tointon Director September 22, 1998
- - -------------------------------------
Name: Robert G. Tointon
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
*5 Opinion of Counsel for the Registrant.
*15 Letter of Arthur Andersen LLP on Unaudited Financial Information of
the Company.
*23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Counsel for the Registrant (included in Exhibit 5).
* Filed herewith
(LETTERHEAD OF CAHILL GORDON & REINDEL)
September 23, 1998
New Century Energies, Inc.
1225 17th Street
Denver, Colorado 80202
Re: New Century Energies, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for New Century Energies, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), with
respect to 558,908 shares of Common Stock, with a par value of one dollar
($1.00) per share, of the Company (the "Common Stock") and the related Preferred
Stock Purchase Rights (the "Rights").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such other documents, certificates and corporate or other records as
we have deemed necessary or appropriate as a basis for the opinion set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such copies.
<PAGE>
-2-
We advise you that, in our opinion:
1. Assuming the Registration Statement has been declared effective and the
Board of Directors has adopted the appropriate resolutions, upon the issuance of
the Common Stock and receipt by the Company of the consideration therefor, the
shares of Common Stock so issued will be legally issued, fully paid and
non-assessable.
2. The issuance of the Rights has been validly authorized by all necessary
corporate action on the part of the Company and, when issued in accordance with
the Rights Agreement, dated as of August 1, 1997 between the Company and The
Bank of New York, as Rights Agent, will be validly issued.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
CAHILL GORDON & REINDEL
EXHIBIT 15(a)
LETTER ON UNAUDITED FINANCIAL INFORMATION
September 22, 1998
New Century Energies, Inc.:
We are aware that New Century Energies, Inc. has incorporated by reference in
this Registration Statement (Form S-3, File No. 333-_______) pertaining to the
registration of New Century Energies, Inc. common stock, its Form 10-Qs for the
quarters ended March 31, 1998 and June 30, 1998, which include our reports dated
May 14, 1998 and August 10, 1998, respectively, covering the unaudited
consolidated condensed financial statements contained therein. Pursuant to
Regulation C of the Securities Act of 1933, these reports are not considered a
part of the Registration Statement prepared or certified by our Firm or reports
prepared or certified by our Firm within the meaning of Sections 7 and 11 of the
Act.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 13, 1998,
included in the New Century Energies, Inc. Form 10-K for the year ended December
31, 1997, and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Denver, Colorado Arthur Andersen LLP
September 22, 1998
